UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
March 31, 2000
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Date of Report
(Date of Earliest Event Reported)
COMPUTERIZED THERMAL IMAGING, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-23955 87-0458721
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(State or other jurisdiction) (Commission File No.) (IRS Employer ID. No.)
of incorporation)
476 Heritage Park Boulevard, Suite 210
Layton, Utah 84041
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(Address of principal executive offices)
(801) 776-4700
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Registrant's telephone number
Not Applicable
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(Former Name and Address of Principal Executive Offices)
Item 5. Other Events.
On December 12, 1999, Computerized Thermal Imaging, Inc. (the "Company")
commenced a private placement (the "Offering") of a minimum of $12,000,000 and
a maximum of $30,000,000 of its securities pursuant to Regulation D, Section
4(6), Rule 506, of the Securities Act of 1933. The close of the Offering,
originally scheduled for December 31,1999, was extended by the Company through
February 29, 2000. Due to an oversubscription, the maximum amount of the
Offering was increased to $45,000,000. The Offering was structured with a
minimum investment of $50,000 for the purchase of one unit consisting of
13,123
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common shares and 13,123 warrants at an offering price of $2.81 per share and
$1.00 per warrant. Warrants issued pursuant to the Offering are convertible
into common shares of the Company at a rate of 50 percent of the initial
number of shares purchased at $5.00 per share (subject to specified
anti-dilution provisions) and terminate on the fifth year following the close
of the Offering. The Company retained the exclusive right to reject any
and/or all subscriptions until the Offering was accepted.
On March 1, 2000, the Company announced the close of the Offering from which
gross proceeds totaled $42,476,897. Net proceeds from the Offering, after
commissions of approximately $2,866,000 and other miscellaneous expenses of
the Offering, are estimated to be $39,561,000. Additionally, options to
acquire approximately 415,000 common shares of the Company at a strike price
of $1.70 will be issued to various independent consultants engaged in
connection with the Offering.
On March 31, 2000, the Company accepted all Subscriptions not rejected as of
that date. Total shares of the Company common stock to be issued as a result
of Subscriptions accepted equals 11,148,766 shares. Warrants of equal
quantity are to be issued and give participating shareholders the right to
acquire an additional 5,574,450 shares of the Company common stock as
specified above.
Common shares and warrants issued pursuant to the Offering are restricted and
cannot be resold without registration under applicable federal and state laws.
The Company has agreed to commence the application for registration of such
shares and warrants prior to July 1, 2000.
The Company plans to use the net Offering proceeds for general corporate
purposes and to fund capital expenditures, acquisition of technology, FDA
approval of its Breast Imaging System, technological development and to
satisfy requirements to register the Company common shares with the NASDAQ
Large Cap National Market Listing.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPUTERIZED THERMAL IMAGING, INC.
Date: 04/06/2000 By:/s/Kevin L. Packard
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Kevin L. Packard
Chief Financial Officer
